Form of Restricted Stock Award Agreement under Amended and Restated 2014 Stock Plan
[[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]]
Restricted Stock Award
(The Joint Corp. Amended and Restated 2014 Incentive Stock Plan)
Subject to the following terms, The Joint Corp., a Delaware corporation (the Company), grants to the following employee of the Company (Grantee), as of the following grant date (the Grant Date), the following number of restricted shares (the Restricted Shares), which will become vested in accordance with the following vesting schedule, subject to expiration prior to vesting in accordance with the terms of this Award:
|Grantee:||[[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]]|
|Number of Restricted Shares:||[[SHARESGRANTED]]|
Terms of Award
This Award has been granted under The Joint Corp. Amended and Restated 2014 Incentive Stock Plan (the Plan), which is incorporated in this Award by reference. Capitalized terms used in this Award without being defined (for example, the term “Plan Administrator”) have the same meanings that they have in the Plan.
Any unvested portion of the Restricted Shares shall lapse and be cancelled on Grantee’s Termination Date unless Grantee’s Termination occurs by reason of his or her death, in which case the Restricted Shares shall become fully vested as of Grantee’s Termination Date.
Notwithstanding anything to the contrary in Article 8 of the Plan, the Restricted Shares shall become fully vested upon the occurrence of both:
(a) a Change in Control, and
(b) (i) A Termination by the Company of Grantee for a reason other than Cause during the Window Period or (ii) a Termination by Grantee for Good Reason during the Window Period.
“Cause” means any one or more of the following: (i) the commission of any crime involving dishonesty, breach of trust or physical harm to any person, (ii) willfully engaging in conduct that is in bad faith or injurious to the Company or its business (including, for example, fraud or embezzlement), (iii) gross misconduct, whether personal or professional, which could cause harm to the business or reputation of the Company, (iv) failure to comply with the significant provisions of the Company’s policies as specified in the Employee Handbook or Code of Ethics, or as otherwise adopted by the board of directors then in effect, (v) willful and material failure to perform or observe, or gross negligence in the performance of, Grantee’s job, including the failure to follow the reasonable written directions of the person to whom Grantee reports, or (vi) any breach of covenants of confidentiality, non-competition, non-solicitation or other covenants Grantee has agreed to with the Company.
“Good Reason” means one or more of the following: (i) a material reduction during the Window Period of Grantee’s compensation where the Company has not implemented an across-the-board reduction in compensation; (ii) the relocation during the Window Period (without Grantee’s prior written consent) of Grantee’s primary work site to a location greater than seventy five (75) miles from Grantee’s work site; or (iii) a material reduction during the Window Period of Grantee’s duties (without Grantee’s prior written consent) from those in effect prior to the Window Period.
“Window Period” means a period beginning thirty (30) calendar days prior to the date the Change of Control is effected, and ending on the one-year anniversary of the date the Change of Control is effected.
3. Stock Certificates
The Company shall be the custodian for all shares of Restricted Shares. Reasonably promptly following the Grantee’s written request after any unvested Restricted Shares have become vested, the Company shall issue and deliver to the Grantee a stock certificate in the Grantee name representing those vested Restricted Shares on the Company’s stock records.
4. Voting and Distributions
Grantee shall not have the right to vote Restricted Shares and shall not be entitled to dividends and distributions in respect of Restricted Shares until the Restricted Shares are vested.
5. Tax Liability
Unless Grantee has made a timely election under section 83(b) of the Code to be taxed as of the Grant Date rather than as the Restricted Shares become vested, the Company shall have the right, upon the vesting of any Restricted Shares, to deduct or withhold, or require Grantee to remit to the Company, an amount sufficient to satisfy the federal, state, local and other taxes (including Grantee’s FICA obligation) that the Company is required to withhold by reason of such vesting.
6. Confidentiality and Nonsolicitation Agreement
This Award and the grant of the Restricted Shares are subject to Grantee’s (i) entering into the confidentiality and nonsolicitation agreement which has been provided to Grantee if Grantee has not previously entered into such agreement in connection with Grantee’s receipt of an Award under the Plan (the Nonsolicitation Agreement) or (ii) Grantee’s reaffirmation of the Nonsolicitation Agreement that Grantee previously entered into in connection with Grantee’s receipt of an Award under the Plan. The Company would not have granted the Award to Grantee without Grantee’s entering into or reaffirming the Nonsolicitation Agreement.
Any unvested portion of the Restricted Shares may not be sold, transferred, assigned or pledged (whether by operation of law or otherwise), except as provided by will or the applicable intestacy laws, and shall not be subject to execution, attachment or similar process. Once vested, any sale, transfer, assignment or pledge of the Restricted Shares is subject to the restrictions on transfer imposed by any applicable state and federal securities laws.
This Award is subject to the terms of the Plan, as the Plan may be amended (but except as required by applicable law, no amendment of the Plan after the Grant Date shall adversely affect Grantee’s rights in respect of the Award without Grantee’s consent). If there is a conflict or inconsistency between this Award and the Plan, the terms of the Plan shall control. Notwithstanding the foregoing, in the case of the inconsistency between Section 2 of this Agreement and Article 8 of the Plan, Section 2 of this Agreement shall control. The Plan Administrator’s interpretation of this Award and the Plan shall be final and binding.
9. No Right to Continued Employment
Nothing in this Award shall be considered to confer on Grantee any right to continue in the employ of the Company or a Subsidiary or to limit the right of the Company or a Subsidiary to terminate Grantee’s employment.
10. Governing Law
This Award shall be governed in accordance with the laws of the State of Arizona.
11. Binding Effect
This Award shall be binding on the Company and Grantee and on Grantee’s heirs, legatees and legal representatives.
12. Effective Date
This Award shall not become effective until Grantee’s acceptance of this Award and the acceptance or reaffirmation of the Nonsolicitation Agreement. Upon Grantee’s acceptance of this Award and the acceptance or reaffirmation of the Nonsolicitation Agreement, this Award shall become effective, retroactive to the Grant Date, without the necessity of further action by either the Company or Grantee.
|The Joint Corp.|
|Peter D. Holt|
|President & Chief Executive Officer|
Acceptance by Grantee
I accept this Restricted Shares Award and agree to be bound by all of its terms. I acknowledge receipt of a copy of the Plan, and I (i) agree to enter into the Nonsolicitation Agreement, a copy of which I acknowledge receipt, if I have not previously entered into such agreement in connection with the receipt of an Award under the Plan or (ii) reaffirm the Nonsolicitation Agreement that I have previously entered into in connection with the receipt of an Award under the Plan.
|[[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]]|
|[[RESADDR1]] [[RESADDR2]] [[RESADDR3]]|
|[[RESCITY]], [[RESSTATEORPROV]] [[RESPOSTALCODE]]|